ZC CODE OF BUSINESS CONDUCT AND ETHICS 1110 · CODE OF BUSINESS CONDUCT & ETHICS CHAPTER 28 PPPPREFACEREFACEREFACE CANACCORD’S 7 KEY BUSINESS VALUESCANACCORD’S 7 KEY BUSINESS

Policies & Procedures Manual November 6, 2011

For Internal Use Only

CODE OF BUSINESS CONDUCT & ETHICS CHAPTER 28

CODE OF BUSINESS CONDUCT AND ETHICSCODE OF BUSINESS CONDUCT AND ETHICSCODE OF BUSINESS CONDUCT AND ETHICSCODE OF BUSINESS CONDUCT AND ETHICS

Your Guide to Canaccord’s Standards of Business Ethics

Policies & Procedures Manual November 6, 2011



TABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTS PREFACE ...................................................................................................................................................... 1

INTRODUCTION ......................................................................................................................................................... 2

A. GENERAL BUSINESS CONDUCT AND PRACTICES ......................................................................................... 2

i.) Accuracy, Retention, and Destruction of Business Records and Documents ............................. 3

ii.) Company Assets .................................................................................................................................. 3

iii.) Client Assets ......................................................................................................................................... 4

iv.) Confidential Information .................................................................................................................... 4

v.) Patents, Trademarks, Trade Secrets, and Copyrights ..................................................................... 4

vi.) Use of Electronic Media ...................................................................................................................... 4

vii.) Shareholder, Public, And Media Relations ...................................................................................... 5

viii.) Political Contributions and Activities ............................................................................................... 6

B. EMPLOYMENT PRACTICES ........................................................................................................................ 7

i.) Mutual Respect .................................................................................................................................... 7

ii.) Privacy .................................................................................................................................................. 7

iii.) Equal Employment Opportunity and Diversity ............................................................................. 7

iv.) Hiring and Promotion ......................................................................................................................... 7

v.) Safety and Health ................................................................................................................................ 7

vi.) Substance Abuse .................................................................................................................................. 8

vii.) Harassment and Workplace Violence............................................................................................... 8

C. CONFLICTS OF INTEREST ................................................................................................................................ 9

i.) Family Members .................................................................................................................................. 9

ii.) Ownership in Other Businesses......................................................................................................... 9

iii.) Outside Directorships and Employment ......................................................................................... 9

iv.) Giving, Accepting, And Soliciting Gifts And Entertainment ...................................................... 10

v.) Inside Information and Securities Trading .................................................................................... 10

vi.) Purchase and Sale of Canaccord Shares ......................................................................................... 11

vii.) Corporate Opportunities .................................................................................................................. 11

D. REGULATORY COMPLIANCE ......................................................................................................................... 12

i.) PRO Accounts .................................................................................................................................... 13

E. ENVIRONMENTAL PRACTICES ...................................................................................................................... 13

F. MARKETING AND ANTITRUST PRACTICES .................................................................................................. 13

i.) Advertising, Sales, and Marketing .................................................................................................. 13

ii.) Antitrust .............................................................................................................................................. 14

iii.) Obtaining Competitive Information ............................................................................................... 14

G. RELATIONSHIPS WITH CONTRACTOR/CONSULTANTS, SUPPLIERS, AND VENDORS .............................. 15

i.) Contractor/Consultants, Supplier, And Vendor Selection ........................................................... 15

ii.) Contractor/Consultants, Supplier, And Vendor Confidentiality ................................................ 15

H. RESOURCES FOR OBTAINING GUIDANCE AND REPORTING VIOLATIONS ................................................ 15

I. WAIVERS OF THIS CODE ............................................................................................................................... 17

J. RESPONSIBILITY STATEMENT ...................................................................................................................... 18

APPENDIX I – APPROPRIATE ETHICS CONTACTS ................................................................................... 18

APPENDIX II – RESPONSIBILITY STATEMENT ......................................................................................... 20

Policies & Procedures Manual November 6, 2011 Page 1 of 20



PPPPREFACEREFACEREFACEREFACE

CANACCORD’S 7 KEY BUSINESS VALUESCANACCORD’S 7 KEY BUSINESS VALUESCANACCORD’S 7 KEY BUSINESS VALUESCANACCORD’S 7 KEY BUSINESS VALUES

Canaccord’s business is driven by seven key values. Pursuing them gives purpose to our work,

shapes our strategies and sets the expectations we have for ourselves. Living them creates our

entrepreneurial culture and forms the bond of trust and performance we have established with

our clients. Realizing them drives value for our shareholders and helps move us closer to our

goal of becoming the pre-eminent global investment dealer focused on growth. These are ideas

that count.

1.1.1.1. WE PUT OUR CLIENTS FIRSTWE PUT OUR CLIENTS FIRSTWE PUT OUR CLIENTS FIRSTWE PUT OUR CLIENTS FIRST

We develop deep trust with our clients through detailed consultation, appropriate

investment ideas and value-added services.

2.2.2.2. A GOOD REPUTATION IS OUR MOSTA GOOD REPUTATION IS OUR MOSTA GOOD REPUTATION IS OUR MOSTA GOOD REPUTATION IS OUR MOST----VALUED CURRENCY. VALUED CURRENCY. VALUED CURRENCY. VALUED CURRENCY.

Integrity and respect for client confidentiality are the basis of all our relationships.

3.3.3.3. IDEAS ARE THE ENGINE OF OUR BUSINESS. IDEAS ARE THE ENGINE OF OUR BUSINESS. IDEAS ARE THE ENGINE OF OUR BUSINESS. IDEAS ARE THE ENGINE OF OUR BUSINESS.

Our originality in the generation of quality ideas – for clients and for ourselves – positions

us ahead of the competition globally.

4.4.4.4. WE ARE AN ENTREPRENEURIAL, HARDWE ARE AN ENTREPRENEURIAL, HARDWE ARE AN ENTREPRENEURIAL, HARDWE ARE AN ENTREPRENEURIAL, HARD----WORKING CULTURE.WORKING CULTURE.WORKING CULTURE.WORKING CULTURE.

We believe that highly qualified, motivated professionals working together in an

entrepreneurial environment results in superior client service and shareholder value.

5.5.5.5. WE STRIVE FOR CLIENT INTIMACY.WE STRIVE FOR CLIENT INTIMACY.WE STRIVE FOR CLIENT INTIMACY.WE STRIVE FOR CLIENT INTIMACY.

The more detailed our understanding of our clients’ needs and objectives, the better

positioned we are to meet them.

6.6.6.6. WE ARE DEDICATED TO CREATING EXEMPLARY SHAREHWE ARE DEDICATED TO CREATING EXEMPLARY SHAREHWE ARE DEDICATED TO CREATING EXEMPLARY SHAREHWE ARE DEDICATED TO CREATING EXEMPLARY SHAREHOLDER VALUE.OLDER VALUE.OLDER VALUE.OLDER VALUE.

We are committed to aligning the interests of our people with fellow Canaccord

shareholders through share ownership. We believe that ownership motivates the ideas and

efforts that lead to above-average value creation.




7.7.7.7. WE ARE COMMITTED TO EXCEWE ARE COMMITTED TO EXCEWE ARE COMMITTED TO EXCEWE ARE COMMITTED TO EXCELLENCE IN OUR FOCUS AREAS.LLENCE IN OUR FOCUS AREAS.LLENCE IN OUR FOCUS AREAS.LLENCE IN OUR FOCUS AREAS.

We are a focused investment firm, offering global expertise in the Mining and Metals,

Energy, Technology, Life Sciences, Consumer Products, Real Estate and Industrial Growth

sectors.

CODE OF BUSINESS CONDUCT AND ETHICSCODE OF BUSINESS CONDUCT AND ETHICSCODE OF BUSINESS CONDUCT AND ETHICSCODE OF BUSINESS CONDUCT AND ETHICS

INTRODUCTINTRODUCTINTRODUCTINTRODUCTIONIONIONION

i.) This Code of Business Conduct and Ethics (the “Code”) embodies the commitment of

Canaccord Financial Inc. and its subsidiaries (“Canaccord”) to conduct our business in

accordance with all applicable laws, rules and regulations and the highest ethical

standards. All Directors, officers and employees are expected to adhere to those principles

and procedures set forth in this Code that apply to them. We also expect the

consultants/contractors we retain generally to abide by this Code.

ii.) Each Director, officer, employee and consultant/contractor should also read and be familiar

with the portions of the detailed policies of the firm set out in the firm’s Policy Manuals

including those posted from time to time on the firm’s intranet (the “Firm Policies”)

applicable to such Director, officer employee or consultant. The Firm Policies are not part

of this Code.

iii.) This Code and Canaccord’s 7 Key Business Values govern, and apply equally to, the

actions of every Director, employee and contractor/consultant regardless of the specific

company or subsidiary for which they work and regardless of the legal jurisdiction or

location of that company or subsidiary.

iv.) Directors, employees, and contractor/consultants are required to read the Code each year

and to acknowledge, in writing, that they have done so. They are to confirm that they have

followed the requirements laid out and met that standards set, and that they have reported

any actual or suspected breach of which they have become aware.

v.) Any breach of the Code is a serious matter and can lead to corrective or disciplinary action

including immediate or eventual dismissal.

A.A.A.A. GENERAL BUSINESS CONDUCT AND PRACTICESGENERAL BUSINESS CONDUCT AND PRACTICESGENERAL BUSINESS CONDUCT AND PRACTICESGENERAL BUSINESS CONDUCT AND PRACTICES

We conduct our business in accordance with the laws of the various jurisdictions in which

it is transacted, and we abide by the Rules and Regulations of the Self-Regulatory

Organizations of which we are a Member.




i.) Accuracy, Retention, and Destruction of Business Records and Documents

All business information including, but not limited to, reporting of hours worked, business

and travel expenses, receipt and delivery of client assets, and financial figures must be

recorded in a timely and accurate manner. Financial information must reflect actual

transactions and conform to generally accepted accounting principles. Both positive and

negative financial results and data must be disclosed to the public, shareholders, and

Regulatory and Self-Regulatory bodies as required by law and regulation.

No undisclosed or unrecorded funds or assets may be established. Canaccord has

established and strictly follows a system of internal controls to provide reasonable

assurances that all financial transactions are executed in accordance with management’s

authorization and are recorded in a proper manner so as to maintain accountability for its

assets.

Specific attention must be paid to and an official, written complaint lodged, without

limitation, when any of the following is suspected and/or incurred:

• fraud or deliberate error in the preparation, evaluation, review or audit of any

financial statements of the Company;

• fraud or deliberate error in the recording or maintaining of financial records of the

Company;

• deficiencies in or non-compliance with the Company’s internal accounting controls;

• misrepresentations or false statements to or by an officer of the Company or an

accountant regarding a matter contained in the financial records, financial reports

or audit reports of the Company; or

• deviation from reporting of the Company’s financial condition as required by

applicable laws and regulations.

Business documents should be retained and disposed of in accordance with all statutory

and regulatory requirements and Canaccord’s policies.

Business documents and records include paper documents such as letters and printed

reports, electronic documents such as e-mail, microfiche, and any other medium that

contains information about our Company and/or its business activities, our employees and

our clients.

ii.) Company Assets




Each employee must act in a manner that preserves the Canaccord’s assets, including its

physical property, supplies, and equipment. Personal use of company assets is permitted

only with the approval of your supervisor. These assets must never be used for personal

gain and/or business purposes unrelated to our organization.

iii.) Client Assets

Employees are obligated to safeguard client assets at all times and must not, under any

circumstances, alone or in concert with others, misuse, misappropriate, or convert them in

any way other than for the benefit of their rightful, legal owner.

iv.) Confidential Information

Confidential information about our business strategies and operations is a valuable

company asset. Confidential information may include, but is not limited to, pricing and cost

data, acquisitions and mergers information, business processes and procedures, financial

data, trade secrets and know-how, computer programs, wage and salary information,

marketing and sales programs, customer/supplier information, and other information and

developments that have not been released to the general public. All company information

must be used solely for the benefit of Canaccord and never for personal gain.

Confidential information must not be shared with anyone outside of the company unless

they have a legitimate business need to know this information in order to do business with

us. This obligation continues even after you are no longer employed by Canaccord. You

must return all written and tangible proprietary information to your supervisor on your last

day of employment with us.

v.) Patents, Trademarks, Trade Secrets, and Copyrights

The intellectual property of Canaccord is a valuable business asset. We have an obligation

to respect all intellectual property, whether it is ours or belongs to another individual or

organization. It is against our policy to infringe upon or violate in any manner the patents,

trademarks, trade secrets, and/or copyrights of any individual or organization, including

our customers, clients, suppliers, subcontractors, vendors, and former or current employees.

Canaccord owns all inventions, discoveries, ideas, electronic files and data and trade secrets

created by Canaccord employees on the job or produced by using Canaccord’s resources.

vi.) Use of Electronic Media

All electronic media and communications systems such as voice mail, e-mail, commercial

software, and the Internet are the property of Canaccord and are to be used primarily for the

organization’s business activities.




Communications on these systems are not private and may create permanent records. Even

when an e-mail is deleted, there may still be a record of that e-mail in the system. These

communications are business records and, as such, Canaccord reserves the right to limit,

read, access, intercept, and disclose the contents of these communications.

Any individual who uses these systems must ensure that there are no electronic and/or

voice mail communications of company proprietary information, confidential information,

copyrighted information, or any other information that could create potential legal liability

or embarrassment for the organization.

You should not use these systems to knowingly, recklessly, or maliciously post, store,

transmit, download, or distribute any threatening, abusive, libelous, defamatory, or obscene

materials of any kind constituting a criminal offense, giving rise to a civil liability, or

otherwise violating any laws.

To prevent the circulation of computer viruses, you should not download any “shareware”

or other software from the Internet onto Canaccord computers. Any e-mail attachments

should only be opened on stand-alone computers equipped with the most current anti-virus

software.

Reference should be made, as well, to Canaccord’s IT Policies which can be found on the

Intranet under Employee Central/Policies/IT Policies.

vii.) Shareholder, Public, And Media Relations

It is our responsibility to provide information about our organization to the general public,

our shareholders, and the media. Further we are obliged to do so when ordered by a court

or a regulatory or self-regulatory body under whose jurisdiction we fall.

It is the firm’s policy that the information in its public communications, including filings

with securities regulatory authorities, be full, fair, accurate, timely and understandable. All

Directors, officers and employees, who are involved in the company’s disclosure process,

including the senior financial officers, are responsible for acting in furtherance of this policy.

In particular, these individuals are required to maintain familiarity with the disclosure

requirements applicable to the firm and are prohibited from knowingly misrepresenting,

omitting or causing others to misrepresent or omit, material facts about the firm to others,

whether within or outside the firm, including the firm’s independent auditors. In addition,

any director, officer or employee who has a supervisory role in the firm’s disclosure process

has an obligation to discharge his or her responsibilities diligently.

To assure that all information is timely, appropriate, and accurate, and to prevent the

inadvertent disclosure of confidential information, any request for information from the

public, a shareholder, or a media representative should be immediately forwarded to the




Vice President, Investor Relations, or the Global Head of Marketing & Communications for

a response.

Unless otherwise ordered by a court of competent jurisdiction, or required by applicable

law, Directors, employees and contractors/consultants may not provide testimony about

Canaccord, general industry polices or business practices in a court of law or before

Regulators or Self Regulators in matters not involving Canaccord as a party without prior

authorization from Canaccord’s Chief Compliance Officer.

Reference should be made, as well, to Canaccord’s Disclosure Controls Policy, which can be

found on the Intranet under CRSS/Compliance/Pages/PoliciesProcedures.

viii.) Political Contributions and Activities

We encourage our employees to participate in community and political activities on their

own time and at their own expense. When you participate in such activities, you must

never give the impression that you are participating on behalf of Canaccord.

Political contributions made by Canaccord are made only in compliance with federal,

provincial/state, and local laws. Employees may not use Company funds or property to

make any contribution or provide any benefit to any candidates in connection with a

federal, provincial/state or local election, unless authorized by the Executive Vice President

& CFO. You must not use any Company funds or resources to personally support any

political candidate, political party, or political activity. Canaccord will not reimburse you

for any personal contribution made for political purposes.




B. EMPLOYMENT PRACTICES

We conduct our employment relationships fairly and respectfully.

i.) Mutual Respect

Teamwork is an important part of our success as an organization. In working together we

will treat each other with respect, dignity, courtesy, and fairness.

ii.) Privacy

Information about our employees, such as Social Insurance/ Security numbers, home

addresses, telephone numbers, and personal medical information, is kept confidential and

used only for business purposes.

With respect to the use of company services, facilities, and equipment, the Company

reserves the right to full access and inspection. This includes, but is not limited to, computer

files, telephone records, e-mail, voice mail, Internet usage, business documents, desks,

lockers, and other company property.

iii.) Equal Employment Opportunity and Diversity

We are committed to the principles of equal opportunity and respect the diversity of our

workforce. We will comply with all laws, regulations, and policies relating to equal

opportunity, affirmative action, and non-discrimination in all of our personnel actions.

These actions include hiring, layoffs, benefits, transfers, terminations, recruiting,

compensation, corrective action, and promotions. Employment opportunities will be

extended to all employees without regard to race, color, religion, national origin, gender,

age, disability, marital status, veteran status, or any other protected status as defined by

federal, provincial and/or state laws.

iv.) Hiring and Promotion

We hire and promote employees on the basis of ability and reward them on the basis of

performance.

v.) Safety and Health

We follow all federal, provincial, state, and local regulations related to workplace health and

safety in order to provide our employees with a safe and healthy work environment.




Employees must be aware of and fully comply with all departmental related safety and

health regulations, policies, and procedures and be prepared to execute emergency

preparedness plans.

Any unsafe working conditions or practices must immediately be reported to a supervisor

so that timely action may be taken to remedy the situation. All workplace related accidents,

no matter how minor, should be reported at once to the department supervisor.

vi.) Substance Abuse

Our Company is a drug-free and alcohol-free workplace. All employees must be free of the

physical and psychological influences of drugs and alcohol while conducting Company

business and on Company property. Reporting to work under the influence of alcohol or

any illegal drug, having an illegal drug in your system, or using, possessing, or selling

illegal drugs while on Company time or business may result in disciplinary action, up to

and including immediate termination.

If you are using prescription drugs that may have an effect on your work performance or

compromise your ability to work safely, discuss this with your supervisor.

We may, when warranted, use drug and/or alcohol testing to enforce our drug-free and

alcohol-free work environment.

vii.) Harassment and Workplace Violence

Each employee has the right to a work environment free from harassment. We will not

tolerate verbal, nonverbal, or physical conduct by any employee or person associated with

our business activities (including suppliers and customers) that harasses, disrupts, or

interferes with another’s work performance or creates an intimidating, offensive, abusive, or

hostile work environment. This includes any incidents of workplace violence. Workplace

violence includes robbery and other commercial crimes, domestic and stalking cases,

violence directed at the employer, terrorism, and hate crimes committed by past or current

employees and/or family members, customers, suppliers, and other third parties. We

prohibit the possession and/or use of firearms, other weapons, explosive devices, and/or

other dangerous materials on Company premises or while conducting Company business.

If you experience any form of harassment or violence directed at you or observe this type of

behaviour being directed to another employee, you should report the incident to your

supervisor, or choose a contact on the Appropriate Ethics Contacts List found in the

Appendix I below.

Reference should be made, as well, to Canaccord’s Human Resources Policies, which can be

found on the Intranet under Employee Central/Policies.




C.C.C.C. CONFLICTS OF INTERESTCONFLICTS OF INTERESTCONFLICTS OF INTERESTCONFLICTS OF INTEREST

We avoid situations or circumstances where our own personal interests may appear to or

actually conflict with our ability to act in the best interest of the Company.

i.) Family Members

A conflict of interest may occur if a member of your family has a significant business

interest in a company doing business with or in competition with us. Family members

include a spouse or common law partner, children, stepchildren, grandchildren, parents,

stepparents, brothers, sisters, grandparents, and any other person related to the employee or

living in the employee’s household. If a situation where such a conflict could arise occurs,

you must notify your supervisor in writing for a determination of a potential conflict of

interest with your employment.

Family members and/or relatives working within the firm must not be, or appear to be, in

positions of conflict of interest, whether reporting to one another or working within two

departments where a conflict exists or may be deemed to exist.

ii.) Ownership in Other Businesses

You may not own, either directly or indirectly, a significant financial interest in any business

that does or is seeking to do business with Canaccord, or is in competition with our

Company. Significant financial interest is defined as ownership by an employee and/or

family member of more than 5 percent of any class of the outstanding securities of a

corporation, or 5 percent ownership in a sole proprietorship, general or limited partnership,

or business association of any kind. Any situations of this type must be reported to your

supervisor for his/her review.

iii.) Outside Directorships and Employment

Your work at our Company should be your primary focus. Outside employment, such as a

second job, must be kept entirely separate from your work at Canaccord, and must be

reported to your manager/supervisor. You may not accept employment and/or business

opportunities (including consulting assignments, directorships and partnerships) with a

customer, supplier, or competitor. Any Directorships for publicly traded, private-for-profit,

or venture capital entities must be approved by Canaccord’s Executive Committee prior to

acceptance and appointment.

Should, in the opinion of your manager/supervisor, your outside employment negatively

affects your performance with/at Canaccord, or should it be deemed in conflict with the

statutes, rules and regulations under which the firm operates, you will be required to either

quit your second job or else leave Canaccord.




iv.) Giving, Accepting, And Soliciting Gifts And Entertainment

It is important to use sound judgment when giving and receiving business courtesies. While

it is a common business practice to present gifts, provide meals, entertainment, and/or

favours to a business associate, and to be the recipient of the same, these activities must be

limited in nature and never appear to, or actually, influence your decisions on behalf of

Canaccord. In addition, when offering a gift or favour, you should be keenly aware of the

recipient’s circumstances in terms of whether or not it could reasonably be perceived as an

attempt to influence his judgement in carrying out his duties to, or violate the internal

policies of, his employer. You may not give a gift or entertain anyone with whom

Canaccord has, or is likely to have, business dealings if it could be interpreted as a bribe or

improper payment, or if it could possibly embarrass Canaccord, the recipient and/or his

firm. Any gift or gesture should never be, or be seen to be, excessive or in poor taste. You

may never give cash or cash equivalents (such as gift certificates) to a customer or supplier.

Accepting gifts, entertainment or favours may give the appearance that your business

decisions have been improperly influenced. As a reference use the following as guidelines

when accepting moderately valued gifts or services:

• Is the donor trying to obligate you or improperly influence your decisions?

• Is the gesture within ‘normal business practice’ in terms of courtesy, goodwill and

normal business relations?

• Is offer and acceptance legal and/or ethical?

• If the public, your firm, or your family became aware of the gift, would this cause

embarrassment, ridicule or loss of reputation to either you or Canaccord?

You may never accept cash or cash equivalents (such as gift certificates) from a customer or

supplier. You must never ask for a gift from any supplier, potential supplier, customer,

potential customer, or any other business associate.

Should you have any doubts, whatsoever, as to whether or not a gift or favour is legal,

ethical and within the bounds of acceptable business standards, you must seek guidance

from your Manager or the Chief Ethics Officer prior to giving or accepting.

v.) Inside Information and Securities Trading

Securities law, SRO By-Laws, Rules and Regulations and Canaccord’s policy prohibit

individuals from trading in its marketable securities or those of any other publicly held

company, and/or of inducing others to trade in them on the basis of material, non-public

information. Further you must not pass on or ‘tip’ inside information about Canaccord or




any other publicly traded company to anyone other than those who absolutely need to

know that specific information in the ordinary course of business or to others who might

trade on the basis of such information.

This information may include significant new product discoveries, sales and earnings

reporting or projections, major contracts with customers or suppliers, plans for stock splits

or buy-backs, and potential acquisitions or mergers. If you have access to such information,

it must be kept confidential and not discussed with any outsiders, including non-Canaccord

business contacts, family members, and/or friends. Also, you must refrain from buying or

selling, or encouraging others to buy or sell the securities until the information has been

disclosed to the general public.

Generally, it is both illegal and against firm policy for any Director, officer or employee who

is aware of material non-public information relating to the firm, any of the firm’s clients or

any other private or governmental issuer of securities to buy or sell any securities of those

issuers or recommend that another person buy, sell or hold the securities of those issuers.

More detailed rules governing the trading of securities by the firm’s Directors, officers and

employees are set forth in the Firm Policies. Any Director, officer or employee who is

uncertain about the legal rules involving his or her purchase or sale of any firm securities or

any securities in issuers that he or she is familiar with by virtue of his or her work for the

firm should consult with an Appropriate Ethics Contact (see Appendix I – Appropriate

Ethics Contacts below before making any such purchase or sale.

If you are unsure about what constitutes material information or have a question about the

appropriateness of purchasing a security under any circumstances, you should contact the

Company’s General Counsel or the Senior Vice President, Global Compliance, with your

question.

vi.) Purchase and Sale of Canaccord Shares

As Canaccord is a publicly traded company, there are specific rules, regulations and

policies surrounding employee trading in the company’s stock. Directors, employees and

contractors must not only abide by all laws, rules and regulations relating to the purchase

and sale of securities but must also adhere to the CCI Trading Windows Policy which can

be found on the Intranet at CRSS/Employee Central/CCI Trading Windows.

vii.) Corporate Opportunities

Directors, officers and employees owe a duty to the firm to advance the firm’s legitimate

business interests when the opportunity to do so arises. Directors, officers and employees

are prohibited from taking for themselves (or directing to a third party) a business

opportunity that is discovered through the use of corporate property, information or




position, unless the firm has already been offered the opportunity and turned it down or

unless taken in accordance with Firm Policies. More generally, directors, officers and

employees are prohibited from using corporate property, information or position in a

manner contrary to the firm’s interests.

Sometimes the line between personal and firm benefits is difficult to draw, and sometimes

both personal and firm benefits may be derived from certain activities. The only prudent

course of conduct for our directors, officers and employees is to make sure that any use of

firm property or services that is not solely for the benefit of the firm is approved

beforehand through the Appropriate Ethics Contact.

D.D.D.D. RRRREGULATORY COMPLIANCEEGULATORY COMPLIANCEEGULATORY COMPLIANCEEGULATORY COMPLIANCE

We manage and operate our business activities in full compliance with all laws and

regulations governing the Company’s operations.

Canaccord, as a full-service, international investment dealer, is a highly regulated business

entity. The agencies that regulate our business activities include, but are not limited to: the

various Canadian provincial Securities Commissions; the Securities Exchange Commission;

the Investment Industry Regulatory Organization of Canada; NASD Financial Services

Authority; London Stock Exchange; Canada Revenue Agency; Internal Revenue Service;

Workers’ Compensation Board; Occupational Safety and Health Administration. In order

to fulfill our commitment to compliance, it is critical for employees take an active role in

being knowledgeable of and ensuring strict adherence to all laws and regulations affecting

their jobs.

Employees are bound by the same laws, rules and regulations as the company and be may

be disciplined for non-compliance, where warranted, in the same way as their employer.

Employees must immediately report any observed violations or suspected violations to

their supervisor, a member of management, or a Compliance Officer so that the situation

can be reviewed and resolved in a timely and appropriate manner.

It is important to fully cooperate with and be courteous to all government inspectors,

auditors and SRO Examiners. We will provide them with the information they are entitled

to during an audit/inspection/examination. During a government inspection,

internal/external audit or SRO examination, employees should never destroy or alter any

corporate documents, lie or make misleading statements, delay or obstruct the collection of

information, data or records, and/or attempt to cause another employee to fail to provide

accurate information.




i.) PRO Accounts

The following accounts are to be designated “PRO” or Non-Client Accounts:

• All accounts for employees of Canaccord Genuity Corp. or any account in which

they have beneficial interest or control;

• All accounts for the spouse or family members that reside in the same household as

an employee of Canaccord Genuity Corp. or any account in which they have

beneficial interest or control;

• All accounts for employees of other Member firms or any account in which they

have beneficial interest or control;

• All accounts for the spouse or family members that reside in the same household as

an employee of another Member firm or any accounts in which they have beneficial

interest or control.

All employees and household members of employees of Canaccord and its Canadian

subsidiaries are required to maintain their brokerage accounts, including accounts in which

they have beneficial interest or control, at Canaccord Wealth Management or Credential

Direct Online Brokerage.

Any exemptions to this policy must receive written approval from a VP, Compliance.

Under any exemption the external Member Firm holding the outside account will be

required to provide Canaccord Compliance with monthly statements. These monthly

statements will be reviewed by Canaccord’s Compliance department.

E.E.E.E. ENVIRONMENTAL PRACTICESENVIRONMENTAL PRACTICESENVIRONMENTAL PRACTICESENVIRONMENTAL PRACTICES

We maintain the safety and cleanliness of our natural resources.

We have a responsibility to conduct our business activities in a manner that protects and

preserves our natural resources. In doing so, we will comply with all environmental laws

and operate our facilities with the necessary permits, approvals, and controls.

F.F.F.F. MMMMARKETING AND ANTITRUST PRACTICESARKETING AND ANTITRUST PRACTICESARKETING AND ANTITRUST PRACTICESARKETING AND ANTITRUST PRACTICES

We conduct our sales and marketing activities in a fair, open, and honest manner.

i.) Advertising, Sales, and Marketing




Canaccord is bound by regulatory restrictions and guidelines with respect to sales

promotional activities and advertising. All such activities must receive prior, written

approval by a designated member of the Compliance Department. If you are unsure about

the details of these restrictions, or the appropriateness of any advertisement or sales

promotion, you should contact the Senior Vice President, Global Compliance with your

question.

In general in our presentations to and discussions with our customers, our advertising,

promotional literature, and our public announcements, we will present only accurate and

truthful information about our products and services. When asked to compare ourselves to

the competition, we will present that information accurately and fairly for both parties.

Reference should be made, as well, to Canaccord’s Marketing Policy, which can be found

on the Intranet under CRSS/Compliance/Policies and Procedures Manual (Chapter 14).

ii.) Antitrust

In order to preserve competition and open markets, antitrust laws prohibit agreements and

activities that may unreasonably limit competition.

We prohibit any discussions or agreements with competitors concerning:

1. prices, discounts, or terms or conditions of sale;

2. profits, profit margins, or cost data;

3. market shares, sales territories, or markets;

4. allocation of customers or territories;

5. selection, rejection, or termination of customers or suppliers;

6. restricting the territory or markets in which a company may resell products; and,

7. restricting the customers to whom a company may sell.

iii.) Obtaining Competitive Information

Canaccord has a responsibility and a right to obtain information about other business

organizations, including our competitors, through appropriate ethical and legal means, such

as nonproprietary marketing materials, advertisements, public journal and magazine

articles, and other published and spoken information. We will never try to obtain such

information through unethical and illegal means, such as industrial espionage, wire-

tapping, burglary, and/or by misrepresenting our identity. We will not accept or read any

competitors’ documents that are marked “confidential,” “proprietary,” or in any other way

indicate that the information contained in them is not meant for public distribution and

review.




Any Canaccord employee who has a nondisclosure/confidentially agreement with a former

employer must make that agreement known to the Canaccord employee who made the

employment offer and also to the Sr. Vice President, Human Resources on the first day of

his/her employment to assure compliance with the terms of the agreement. Any employee

who has competitive trade secrets or proprietary information from another organization

must not disclose them or cause Canaccord to make use of them.

G.G.G.G. RELATIONSHIPS WITH CONTRACTOR/CONSULTANTS, SUPPLIERS, AND RELATIONSHIPS WITH CONTRACTOR/CONSULTANTS, SUPPLIERS, AND RELATIONSHIPS WITH CONTRACTOR/CONSULTANTS, SUPPLIERS, AND RELATIONSHIPS WITH CONTRACTOR/CONSULTANTS, SUPPLIERS, AND VENDORSVENDORSVENDORSVENDORS

We select our contractor/consultants, suppliers, and vendors objectively and manage our

relationships with them in a fair and objective manner.

i.) Contractor/Consultants, Supplier, And Vendor Selection

Our selection of subcontractors, suppliers, and vendors will be made on the basis of

objective criteria, including quality, technical excellence, cost/price, schedule/delivery,

services, and maintenance of adequate sources of supply. Our purchasing decisions will

never be compromised by personal relationships or influenced by the acceptance of

inappropriate gifts, favours, or excessive entertainment.

ii.) Contractor/Consultants, Supplier, And Vendor Confidentiality

We will not disclose the terms of our business relationships with our subcontractors,

suppliers, and vendors and/or any related contractual information to a third party, unless

we are authorized in writing by the subcontractor, supplier, or vendor to do so.

H.H.H.H. RESOURCES FOR OBTAINING GUIDRESOURCES FOR OBTAINING GUIDRESOURCES FOR OBTAINING GUIDRESOURCES FOR OBTAINING GUIDANCE AND REPORTING VIOLATIONSANCE AND REPORTING VIOLATIONSANCE AND REPORTING VIOLATIONSANCE AND REPORTING VIOLATIONS

Directors, officers and employees should strive to identify and raise potential issues before

they lead to problems, and should ask about the application of this Code whenever in

doubt. Any employee or contractor/consultant who becomes aware of any existing or

potential violation of this Code should promptly notify one of those Appropriate Ethics

Contacts shown in the Appendix, below. For Directors the Appropriate Ethics Contacts are

the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer (the

“Senior Financial Officers”), or the Lead Director (Terry Lyons). The firm will take such

disciplinary or preventive action as it deems appropriate to address any existing or

potential violation of this Code brought to its attention.

Any Director, employee or contractor/consultant who becomes aware of any weakness or

shortfall in this Code or any of Canaccord’s systems including, but not limited to, internal

control, client and employee confidentiality, safeguard of client and company assets or




intellectual property, which might enable breaches to occur or go undetected, should

immediately report their concerns to any Appropriate Ethics Contact as outlined above and

below.

If you have any doubts about a particular situation, to obtain guidance about a business

ethics or compliance concern or to report a suspected, planned, or actual violation, you

may speak with your supervisor, manager, Branch Manager, Senior Officer or any member

of Canaccord’s Executive Committee, and call the Chief Ethics Officer, or write to him at

Box 10337, 609 Granville Street, Vancouver, BC V7Y 1H2.

It is your duty, no matter that to report it may be difficult or unpopular, to bring a

suspected or actual violation to the attention of the relevant decision-maker(s).

To assist the Company in the response to or investigation of a Complaint, the Complaint

should be factual rather than speculative and contain as much specific information as

possible to allow for proper assessment of the nature, extent and urgency of the matter that

is the subject of the Complaint. It is less likely that the Company will be able to conduct an

investigation based on a Complaint that contains unspecified wrongdoing or broad

allegations without verifiable evidentiary support. Without limiting the foregoing, the

Complaint should, to the extent possible, contain the following information:

• the alleged event, matter or issue that is the subject of the Complaint;

• the names of all persons involved;

• if the Complaint involves a specific event or events, the approximate date and

location of each event; and

• any additional information, documentation or other evidence available to support

the Complaint.

The Company must maintain the confidentiality or anonymity of the person making the

Complaint to the fullest extent reasonably practicable within the legitimate needs of law

and of any ensuing evaluation or investigation. Legal or business requirements may not

allow for complete anonymity. Also, in some cases it may not be possible to proceed with

or properly conduct an investigation unless the complainant identifies himself or herself.

In general it is less likely that an investigation will be initiated in response to an

anonymous Complaint due to the difficulty of interviewing anonymous complainants and

evaluating the credibility of their Complaints. In addition, persons making Complaints

should be cautioned that their identity might become known for reasons outside of the

control of the Company.

If the person wishes to ensure their anonymity, they should submit the Complaint in

writing in a sealed envelope marked only with the address “Chief Ethics Officer”. This




sealed envelope should be placed inside another envelope marked “Strictly Confidential”

and addressed to the Corporate Secretary, Canaccord Genuity Corp., 2200 – 609 Granville

Street, Vancouver, BC, Canada V7Y 1H2. Communications addressed in this manner will

be opened by the Corporate Secretary, who will discard the outer envelope and then

forward the inner envelope to the Chief Ethics Officer.

The Chief Ethics Officer will maintain the confidentiality and anonymity of persons

making Complaints to the fullest extent reasonably practicable within the legitimate needs

of law and any ensuing evaluation or investigation.

In the alternative, persons who wish to express any concerns directly to the Board of

Directors may do so by sending them in writing to the Lead Director addressed to Mr.

Terry Lyons, 406 – 815 Hornby Street, Vancouver, BC, Canada V6Z 2E6.

Employees are entitled to protection from retaliation for having, in good faith, made a

Complaint, disclosed information relating to a Complaint or otherwise participated in an

investigation relating to a Complaint. The Company will not discharge, demote, suspend,

threaten, harass or in any manner discriminate against an employee in the terms and

conditions of employment based upon any lawful actions of such employee with respect to

good faith reporting of Complaints or participation in a related investigation. An

employee’s right to protection from retaliation does not extend immunity for any

complicity in the matters that are the subject of the Complaint or an ensuing investigation.

These procedures are in no way intended to limit the rights of employees to report alleged

violations relating to accounting or auditing matters to proper governmental and

regulatory authorities.

The identity of other persons subject to or participating in any inquiry or investigation

relating to a Complaint will be maintained in confidence subject to the same limitations.

All reports of violations will be taken seriously, investigated promptly, and resolved

appropriately.

Individuals who are found to have violated our policies, as well as those who may have

failed to detect or report the situation, will receive appropriate disciplinary action, up to

and including termination.

I.I.I.I. WAIVERS OF THIS CODEWAIVERS OF THIS CODEWAIVERS OF THIS CODEWAIVERS OF THIS CODE

Recognizing that no set of guidelines can cover all circumstances Canaccord, from time to

time, may waive certain provisions of this Code. Any director, officer or employee who

believes that a waiver may be called for should discuss the matter with an Appropriate




Ethics Contact (Terry Lyons). Waivers for executive officers (including Senior Financial

Officers) or directors of the firm may be made only by the Board of Directors or a

committee of the Board.

J.J.J.J. RESPONSIBILITY STATEMENTRESPONSIBILITY STATEMENTRESPONSIBILITY STATEMENTRESPONSIBILITY STATEMENT

Every Canaccord employee, either full-time or temporary, and every Canaccord contractor

is required to obtain and read its Code of Conduct and certify same by signing a

Responsibility Statement. One copy of the Statement will be retained by the signor; a

second, executed copy will be kept in the Human Resources department.

APPENDIXAPPENDIXAPPENDIXAPPENDIX IIII –––– APPROPRIATE ETHICS CONTACTSAPPROPRIATE ETHICS CONTACTSAPPROPRIATE ETHICS CONTACTSAPPROPRIATE ETHICS CONTACTS

• Your Manager

• Your Branch Manager

• Your Manager’s Manager

• Vice President, Compliance in your jurisdiction

• Chief Compliance Officer

Bruce Maranda, Executive Vice President Global Compliance & Chief Compliance

Officer

Box 10337, 609 Granville Street

Vancouver, BC V7Y 1H2

Canada

604 643-7075

• Chief Financial Officer

Brad Kotush, Executive Vice President & Chief Financial Officer

161 Bay Street, Suite 2900

P.O. Box 516

Toronto, ON M5J 2S1

Canada

416 869-7288




• Chief Executive Officer

Paul Reynolds, President & Chief Executive Officer

161 Bay Street, Suite 2900

P.O. Box 516

Toronto, ON M5J 2S1

Canada

416 869-7206

• Terry Lyons, Lead Director, CCI Board of Directors

815 Hornby Street

Vancouver, BC

V6Z 2E6

604 630-2809

• Peter MacL. Brown, Chairman, CCI Board of Directors

Box 10337, 609 Granville Street

Vancouver, BC V7Y 1H2

Canada

604 643-7400




APPENDIX II APPENDIX II APPENDIX II APPENDIX II –––– RESPONSIBILITY STATEMENTRESPONSIBILITY STATEMENTRESPONSIBILITY STATEMENTRESPONSIBILITY STATEMENT

RESPONSIRESPONSIRESPONSIRESPONSIBILITY STATEMENTBILITY STATEMENTBILITY STATEMENTBILITY STATEMENT

I have read Canaccord Genuity’s Code of Business Conduct & Ethics Programme.

I understand the Code’s contents and accept my obligation and responsibility for upholding

Canaccord’s high standards of ethical conduct and regulatory compliance.

Name: _____________________________________

Signature: _____________________________________

Department: _____________________________________

Location: _____________________________________